Q: What kinds of agreements can our business contracts lawyer prepare for you?
A: Agreements prepared by Business Contracts Lawyer Mike Young come in two flavors: business-to-business (B2B); and business-to-consumer (B2C).
Q: What’s the primary difference between B2B contracts and B2C agreements?
A: Contracts where a consumer is a party have to take into account numerous federal and state consumer protection laws. Unlike B2B deals, where the government assumes the parties have relatively equal bargaining power and business savvy, B2C agreements presume that the consumer is negotiating from a position of weakness and can be unfairly taken advantage of by the business. However, a good contracts attorney can still prepare a contract that favors the business client but still complies with consumer protection laws.
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Q: What are common business contracts prepared by your law firm?
A: Here are some of the most popular agreements, including a short explanation of each contract, and how it can benefit your business.
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Nondisclosure agreements (NDAs), a.k.a. confidentiality agreements, are contracts where one or more parties agrees to not disclose another party’s confidential information (e.g. trade secrets, business plans, etc.) to others. Although they can be standalone contracts, confidentiality provisions are often incorporated into employment and independent contractor agreements.
Employment agreements are the stability backbone of a growing business, providing consisting by explaining the rights and responsibilities of employer and employee.
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Common issues addressed in a written employment agreement are: job title and responsibilities; compensation; paid time off (PTO); covenants not to compete; confidentiality/nondisclosure; non-solicitation; non-poaching; and non-disparagement.
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Independent Contractor Agreement
Written agreements with independent contractors permit a company to ramp up quickly by using workers who are not employees. It’s important that independent contractor agreements be structured properly (and followed) to ensure that a worker is not reclassified as an employee.
Related Article: Boost Business With An Independent Contractor Agreement
If an independent contractor is determined by the government to an employee, the company can be liable for back taxes and penalties, unemployment compensation, and even worker’s compensation if there’s an injury.
Professional Services Agreements
Professional services agreements are contracts where one party agrees to provide professional services to one or more other parties typically on an independent contractor basis. Common professional services covered by these agreements include: business broker; business consultant; coach; computer consultant; copywriter; digital content marketer; escrow agent; search engine marketer (SEM); software developer; and website designer.
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The terms and conditions of professional services agreement will generally either favor the services provider or the recipient of those services. Naturally, we prepare these contracts to favor our clients, often as a template that can be used repeatedly by the client in multiple transactions with different parties over time with minimal changes.
When you’re holding an event, such as a seminar or workshop, your business will want to have all attendees sign releases that cover a wide variety of issues, including protecting your intellectual property, permitting you to eject disruptive attendees, and limit your liability exposure in case something goes wrong during your event (e.g. a personal injury). Although no attorney can bulletproof your venture from lawsuits, an experienced business contracts lawyer can prepare a release that significantly reduces your liability exposure for events you host.
One of the biggest issues overlooked in attendee releases is covering situations where a parent attends an event and brings one or more minor children to it. Attendee releases need to be signed not only by the parent as an individual but also by each child’s custodial parent or legal guardian on the child’s behalf before admittance to your event.
Whether you’re a public speaker or an event promoter that books speakers, a contract is essential to protecting the parties’ respective rights while preventing misunderstandings about their obligations to each other. Speaker contracts are used for live events, webinars, and teleseminars. Common issues covered in these agreements include presentation topic(s), compensation, and responsibility for expenses.
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When you’re promoting a live event, you’ll want contracts that ensure your speakers and attendees have a good experience. For a single event, you’ll typically contract with one or more of the following parties: hotel; convention center; caterer; transportation service; and audio-visual company. That’s in addition to your speaker agreements and attendee releases.
Here are some of the common app-related agreements that our business contracts lawyer prepares to protect our clients.
Software Development Agreement
The most popular type of software contract we prepare is a software development agreement. We prepare them for clients who are software developers and also for companies that pay others for application development.
Related Article: Protecting Your Intellectual Property With Technology Contracts
End User License Agreement (EULA)
Another popular contract for mobile apps and other software is the EULA that describes the rights and responsibilities of application’s end user. A properly written EULA discourages piracy and other misuse.
Software Beta Testing Agreement
Before an app is released for sale to the public, it’s common to have beta testers work out the bugs. To protect your intellectual property, you’ll want to have a software beta testing agreement in place to let those participating in the testing know what they can and can’t do with your app.
Software Evaluation Agreement
Also known as a software demo agreement, a software evaluation contract typically provides a prospective customer with a stripped down version of an application (e.g. lacking certain key features) or a time-limited use of the full app (e.g. 14-day trial period) to be able to test drive the software before making a decision whether or not to purchase a EULA to use the full version.
Software Consulting Agreement
Whether you’re a software consultant or a business owner that retains one, you’ll want a consulting contract in place that protects your interests, including intellectual property ownership, scope of services to be rendered, project milestones, payment terms, and other issues.
Software As A Service (SaaS) Agreement
With the transition from desktop applications to software that’s cloud based, software as a service has become a popular business model. A good SaaS contract protects intellectual property ownership, covers subscription terms and conditions, and other issues important to protecting the SaaS provider (e.g. limitation of liability for app downtime due to server and connectivity issues).
Affiliate Program Agreement
If your company runs an affiliate program where you pay sales commissions or other compensation to affiliate independent contractors, as part of your business contracts, you’ll want an experienced Internet business contracts lawyer to draft a written affiliate program agreement that explains the respective rights and obligations of the affiliates and you as the program operator. This will include commission payment terms, restrictions on affiliate marketing activities, and protection of your intellectual property and reputation.
Note that an Affiliate Program Agreement is different than an Affiliate Compensation Disclosure, which is described above. However, it is common for your program agreement to require affiliates to disclosure their affiliate status when selling your products and services.
Membership Website Agreement
If you’re running a membership website (paid or otherwise), you want a membership agreement in place that explains what your members can and cannot do. This includes restrictions that protect your site’s intellectual property so that it’s clear that content cannot be scraped and sold or given away to non-members.
Website Purchase, Sale, and Lease Agreements
If you plan to buy, sell, or lease all or part of a website, you’ll want your business contracts lawyer to prepare a written agreement that covers the essential terms of the deal so that each party clearly understands what’s included and excluded from the transaction. Of course, these contracts we prepare will vary significantly depending upon whether the client is a purchaser, seller, lessor, or lessee.
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Domain Name Purchase, Sale, and Lease Agreements
Unlike a website purchase, sale, or lease agreement, the domain name contract only addresses buying, selling, or leasing the domain name registration from a registrant. It does not include a website and related content, just the domain name. The most common of these transactions involves a domain name sale agreement that’s used by domain name flippers, that is, entrepreneurs who acquire multiple domain names at low prices and flip them to subsequent purchasers for a higher price.
Barter agreements are becoming more common business contracts as companies trade products and services with each other. Written barter agreements are important to address the respective rights and obligations of each party, including describing what’s being bartered and the value of those products and services.
Some agreements will involve full barter, where the parties value the trade as being equal without monetary compensation changing changes. Other barter contracts will be for partial barter. For partial barter, what’s being trade by one party has an agreed upon lesser value than what the other party brings to the deal. To make up the difference, money is paid in addition to providing the service or product of lesser value.
Consignment Sales Agreement
Consignment sales contracts have become a popular means for selling products online. Typically an experienced online marketer (the consignee) will take possession of a brick-and-mortar company’s excess inventory or an individual’s unwanted item and sell it via the marketer’s website or on third party sites (e.g. eBay.com).
The marketer will receive a commission off of each sale and remit the balance of the sale price to the seller (the consignor a.k.a. consigner) who placed it with the marketer on consignment. However, if an item doesn’t sell after a period of time (e.g. 90 days), it’s returned to the owner by the marketer, and the contract ends.
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The terms of a consignment sales agreement prepared by your business contracts lawyer are important to ensure both parties are on the same page as to the terms and conditions of any sale by the marketer as consignee. It’s important to note that ownership of the consigned goods stays with the consignor at all times until the consignee sells them to a third party. Depending upon the type of product sold, the consignor may also sign additional paperwork that explicitly transfers title to the purchaser.
Private Label Rights Agreement (PLR)
From eBooks to simple software applications, PLR license agreements are popular method of monetizing intellectual property. The three most common types of these agreements are: PLR Master Resale Rights License; PLR Resale Rights License; and PLR Personal Use License. Note that some people refer to “resale rights” as “resell rights.”
Unfortunately, do-it-yourself entrepreneurs will patch together licenses that create confusion as to what the PLR purchaser is actually receiving, increasing the likelihood of piracy, lost profits, and breach of contract lawsuits.
A poorly drafted PLR resale rights agreement may mislead the buyer into believing that master resale rights have been acquired. Another typical error is using a personal use license (an end user license) where the licensee mistakenly believes there are resale rights to the intellectual property. This is one reason why it’s important to have a qualified business contracts lawyer prepare your PLR agreements.
Q: What does it cost to get an agreement prepared by your business contracts lawyer?
A: It depends. Some are drafted by Business Lawyer Mike Young for a flat fee as part of a Contract Legal Protection Package. Other business contracts are prepared based on a customized flat fee quote.
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When there’s negotiation with another party, review of the other party’s draft contract, and/or revisions as part of the negotiating process, the attorney’s standard hourly rate applies billed in 1/10th hour increments. To get contracts help from Attorney Young, click here now or call 214-546-4247 to schedule a phone consultation.